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SPH Notice – Kiltearn Partners LLP

Substantial Holder Notice3 February 2019SKTCommunication Services

Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

Note: This form must be completed in accordance with the instructions at the end of the

form.

To New Zealand Stock Exchange

and

To SKY Network Television

Relevant event being disclosed: Disclosure of movement of 1% or more in substantial

holding due to acquisition of shares.

Date of relevant events: February 1, 2019

Date this disclosure made: February 1, 2019

Date last disclosure made: December 20, 2017

Substantial product holder(s) giving disclosure

Full name(s): Kiltearn Partners LLP

The Kiltearn Global Equity Fund

Summary of substantial holding

Class of quoted voting products: Ordinary Shares

Summary for Kiltearn Partners LLP: we act as an investment manager for a number of

commingled funds and separate accounts (our "Clients"). In acting for our Clients, we are

given full discretion over their investments, and are empowered to vote on their behalf.

However, Kiltearn does not act as their Custodian, and therefore shares are not held in our

name, but in the nominee name of their Custodian Bank.

Summary for The Kiltearn Global Equity Fund: As noted in the paragraph above, Kiltearn

Partners LLP act as Investment manager for a number of commingled funds, of which, The

Kiltearn Global Equity Fund is one.

For this disclosure (Kiltearn Partners LLP),—

(a) total number held in class: 49,325,597

(b) total in class: 389,139,785

(c) total percentage held in class: 12.68%

For last disclosure (Kiltearn Partners LLP),—

(a) total number held in class: 51,623,954

(b) total in class: 389,139,785

100080615/3821103.1



(c) total percentage held in class: 13.27%

For this disclosure (The Kiltearn Global Equity Fund),—

(a) total number held in class: 31,558,680

(b) total in class: 389,139,785

(c) total percentage held in class: 8.11%

For last disclosure (The Kiltearn Global Equity Fund),—

(a) total number held in class: 32,447,892

(b) total in class: 389,139,785

(c) total percentage held in class: 8.34%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: Disposal of shares.

Details after relevant event

Details for Kiltearn Partners LLP

Nature of relevant interest(s): We act as an investment manager for a number of

commingled funds and separate accounts (our "Clients"). In acting for our Clients, we are

given full discretion over their investments, and are empowered to vote on their behalf.

However, Kiltearn does not act as their Custodian, and therefore shares are not held in our

name, but in the nominee name of their Custodian Bank.

As noted in the paragraph above, Kiltearn Partners LLP act as Investment manager for a

number of commingled funds, of which, The Kiltearn Global Equity Fund is one.

For that relevant interest,—

(a) number held in class: 49,325,597

(b) percentage held in class: 12.68%

(c) current registered holder(s): Various, of which The Kiltearn Global Equity Fund hold

31,558,680 shares or 8.11% of total percentage held in that share class.

(d) registered holder(s) once transfers are registered: N/A

For a derivative relevant interest, also—

(a) type of derivative: N/A

(b) details of derivative: N/A

(c) parties to the derivative: N/A

100080615/3821103.1



(d) if the substantial product holder is not a party to the derivative, the nature of the

relevant interest in the derivative: N/A

Additional information

Address(es) of substantial product holder(s): Exchange Place 3, 3 Semple Street, EH3 8BL,

Edinburgh, Scotland, U.K.

Contact details: Robert McGinty. Phone: +44 0131 460 1039 and email:

rmcginty@kiltearnpartners.com

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: N/A

Certification

I, Robert McGinty, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

100080615/3821103.1




Instructions

General directions on how to use this form

To use this form,—

• replace the text in [square brackets] with the relevant information or with “not

applicable”; and

• type the information required (it must not be handwritten); and

• remove italicised instructions; and

• attach the relevant agreement documents required by regulation 139 (if any).

You need not set out the disclosure in the same format as this form, but the format you

use must—

• use a font and font size that are easily readable; and

• include the same headings and words as this form (other than the italicised

instructions); and

• present the information in the same order as in this form; and

• not be misleading in any way.

If you have a substantial holding in more than 1 class of quoted voting products of a listed

issuer, you must make a separate disclosure for each substantial holding.

If you have a substantial holding in 1 class of quoted voting products of a listed issuer and

other relevant interests in less than 5% of another class, you do not need to disclose the

non-substantial holding.

Disclosure to the licensed market operator using this form must be sent (if reasonably

possible) by email in the electronic format required by the operator for dissemination, or

otherwise by email in another electronic format, by another electronic method consented

to by the operator, or (if none of these is reasonably possible) by delivery.

Disclosure to the listed issuer using this form must be sent by email or another electronic

method consented to by the issuer or by delivery.

Specific instructions on disclosure required by form

The relevant event being disclosed is a movement of 1% or more in the substantial

holding or a change in the nature of any relevant interest in the substantial holding, or

both. Both types of relevant events may be disclosed in 1 disclosure only if they relate to

the same substantial holding.

100080615/3821103.1



The date of relevant event is the date of the relevant event for disclosure in this form,

and it may be relevant to subsequent disclosures for this substantial holding.

The date last disclosure made is the date on which the last disclosure was given to the

licensed market operator and listed issuer for the same substantial holding.

Substantial product holder(s) giving disclosure

You may give 1 disclosure for 2 or more substantial product holders if—

• they have a similar or related substantial holding in the same listed issuer; and

• they are disclosing the same type of event disclosure; and

• they are associates under section 12(1) of the Financial Markets Conduct Act 2013

or connected in the ways set out in section 237(a) to (e) of that Act (and this

association or connection is set out in this form under the heading “Additional

information”); and

• it is clear which information relates to which substantial product holder(s) in the

disclosure, and the disclosure is not confusing in any other way as a consequence.

Summary of substantial holding

Under this heading, state the name(s) of the substantial product holder(s) to which the

summary relates. Separate summaries should be given (repeated within this form or

attached to this form) for each substantial product holder for whom the information differs.

For this disclosure, the total number held in class is the total number of quoted voting

products, in the class, in which the named substantial product holder has a relevant

interest at the time of the relevant event for this disclosure.

For the last disclosure, the total number held in class is the total number of quoted

voting products, in the class, in which the named substantial product holder had a relevant

interest on the date of the relevant event for that disclosure (see the date given for the

relevant event in default form 1 or for the relevant event in default form 2, whichever form

was used for the last disclosure).

If the person has a relevant interest in a derivative where the underlying is a quoted voting

product of a listed issuer, the person is treated as having a relevant interest in a number of

those products that is calculated under regulation 132. Accordingly, the total number

held in class (for this disclosure or the last disclosure or both, as the case may be) must

include this number of products.

For this disclosure, the total in class is the total number of quoted voting products in the

class that was most recently published in a document published by the listed issuer and

distributed to holders of that class, or on the licensed market operator’s Internet site (see

section 283 of the Financial Markets Conduct Act 2013), unless you know that number is

not correct.

For the last disclosure, the total in class is the total stated in the last disclosure, unless

you know that number was not correct.

100080615/3821103.1



The total percentage held in class is the total number held in class (for the relevant

disclosure) divided by the total in class (for the relevant disclosure) multiplied by 100

(rounded to 3 decimal places).

Details of transactions and events giving rise to relevant event

Disclosure is required for the transactions or events as a result of which (together or

alone)—

• there was a movement of 1% or more in the substantial holding; or

• there was a change in nature of any relevant interest in the substantial holding.

For each of those transactions or events, or for on-market trades that may be aggregated

under these instructions, insert the following details as a narrative or list, clearly indicating

which relevant interest or interests were affected and (if disclosure is given for more than

1 substantial product holder) who was the substantial product holder:

• the date of the transaction or event (or the date of the beginning and end of the

period of aggregated on-market trades):

• the nature of the transaction or event. This is the means by which the relevant

interest was acquired, disposed of, or changed in nature (for example, “exercise of

options”, “entry into pre-bid agreement”):

• the name of any other party or parties to the transaction or event (if known and if

not an on-market trade):

• the consideration, expressed in New Zealand dollars, paid or received for the

acquisition, disposal, or change in nature of the relevant interest (or the total

consideration paid or received for aggregated on-market trades). If the

consideration was not in cash, and cannot readily be converted into a cash value,

describe that consideration:

• the number of financial products to which the transaction or event related (or the

total number of financial products to which the aggregated on-market trades

related).

On-market trades may be aggregated for the purposes of this disclosure (but acquisitions

and dispositions must be separately aggregated).

An on-market trade is an acquisition or a disposition of a quoted voting product that is

traded on, or reported through, the trading system operated by the licensed market

operator or a financial products market in a jurisdiction set out in Schedule 15.

Details after relevant event

Under this heading, state the name(s) of the substantial product holder(s) to which the

details relate. Separate details should be given (repeated within this form or attached to

this form) for each substantial product holder for whom the information differs.

The disclosure for nature of relevant interest requires you to describe, as at the date of

the relevant event, the nature of each relevant interest in the substantial holding, and to—

100080615/3821103.1



• state that the relevant interest is “qualified” or “conditional” if there is any

qualification on the substantial product holder’s relevant interest power to exercise,

or control the exercise of, a right to vote, acquire, or dispose of any of the financial

products in the substantial holding; and

• include the details of any trust, arrangement, agreement, or understanding under

which, or by virtue of which, the relevant interest or that qualification arises

(relevant agreement); and

• if there is a relevant agreement for a relevant interest or qualification, attach to the

disclosure the relevant agreement (if in writing) or (if the relevant agreement is not

in writing) a document setting out its material terms (a relevant agreement

document) unless—

• the relevant agreement document has been attached to a previous disclosure

and you state this fact and give the date of the previous event disclosure; or

• the exemption for ownership relevant interests under regulation 141 applies;

or

• the investment management contract exemption under regulation 142

applies; or

• the Financial Markets Authority has granted an exemption from

regulation 139.

If you have more than 1 relevant interest in the substantial holding, you must provide this

information for each type of relevant interest (by separately repeating it within this form,

or attaching it to this form, for each relevant interest for which the information differs) and

clearly indicate to which relevant interest the information relates.

The number held in class is the number of quoted voting products, in the class, in which

the named substantial product holder has the described relevant interest.

If the person has a relevant interest in a derivative where the underlying is a quoted voting

product of a listed issuer, the person is treated as having a relevant interest in a number of

those products that is calculated under regulation 132 (and, accordingly, the number held

in class must include this number of products).

The percentage held in class is the number held in class divided by the total in class

multiplied by 100 (rounded to 3 decimal places).

The current registered holder is the person who is the current registered holder of the

financial products to which the relevant interest relates. If this person is not known, state

“unknown”. If there is no change since the last disclosure, state “no change”. If there are

different registered holders for different parcels of financial products, clearly indicate which

registered holder relates to which financial products.

The registered holder once transfers are registered is the person who will be the

registered holder once all transfers (if any) disclosed in the form are registered. If this

person is not known, state “unknown”. If there is no change since the last disclosure,

100080615/3821103.1



state “no change”. If there are different registered holders for different parcels of financial

products, clearly indicate which registered holder relates to which financial products.

If the substantial product holder has a relevant interest in a derivative where the

underlying is a quoted voting product of a listed issuer, the details of derivative requires

the following details to be given:

• the notional value of the derivative (if any) (which is the face value or the notional

amount in respect of the derivative as at the date on which the relevant agreement

is entered into) or the notional number of underlying financial products (if any):

• a statement as to whether the derivative is cash-settled or physically settled:

• the maturity date of the derivative (if any):

• the expiry date of the derivative (if any):

• the prices specified in the terms of the derivative (if any) (eg, the strike price of an

option or the price at which a contract for difference was acquired):

• any other details needed to understand how the amount of the consideration

payable under the derivative or the value of the derivative is affected by the value of

the underlying quoted voting products.

Additional information

The disclosure relating to the nature of connection between substantial product

holders is the justification for giving the disclosure for more than 1 holder (if 1 disclosure

is made for 2 or more holders).

Certification

Under section 512 of the Financial Markets Conduct Act 2013, it is an offence if a person

makes, or authorises the making of, a materially false or misleading statement in this form

knowing it to be false or misleading.

100080615/3821103.1

---

Edinburgh
EH3 8BL

Dear Investor Relations,

KILTEARN49,325,597

Our records show that SKY Network Television Ltd has the following shares in that class:

SKY Network Television Ltd

10 Panorama Road

Recent salesofyoursharesbyourselves,onbehalfofourClients,haveresultedinour havingcontroloverthefollowingsharesand voting

rights (also see attached):

Partnership Registration Number: SO303158

Weact as anInvestment Managerfora numberofcommingledfunds andseparateaccounts (our"Clients").InactingforourClients,weare

givenfulldiscretion overtheirinvestments,andareempoweredto voteontheir behalf.However,Kiltearndo notact astheir Custodian, and

therefore shares are not held in our name, but in the nominee name of their Custodian Bank.

Registered Office: Exchange Place 3, 3 Semple Street, Edinburgh, EH3 8BL

AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY

For your information, we exercise control over 12.68% of the shares and 12.68% of the voting entitlements as of 01 February 2019. The

Kiltearn Global Equity Fund exercises control over 8.11% of the shares as a result of recent purchases.

389,139,785

Mt Wellington

Yours Faithfully,

Robert McGinty

Compliance & Risk Management

Investor Relations

KILTEARN PARTNERS LLP

Auckland, New Zealand

01 February 2019

PO Box 9059, Newmarket

Telephone 0131 460 1040

Facsimile 0131 202 0661

Exchange Place 3

3 Semple Street

SKY Network Television Ltd


Company:

SKY Network Television LtdAttention:Investor Relations

Share Class:Address:10 Panorama Road

ORDINARYMt Wellington

PO Box 9059, Newmarket

Auckland, New Zealand

Issued Shares:

KP Ownership:

Trade Date:

KP Voting Ownership:

% of SharesVoting Rights:% of Voting Entitlements

389,139,78512.68

NomineeKiltearn Current

Share Holding

KILTEARN GLOBAL EQUITY FUND

Northern Trust Co

31,558,680

651 Holiday Drive, Suite 300

Pittsburgh, Pennsylvania 15220

USA

KILTEARN GLOBAL EQUITY SRI FUND

Northern Trust Co

2,605,973

651 Holiday Drive, Suite 300

Pittsburgh, Pennsylvania 15220

USA

KILTEARN GLOBAL EQUITY (IRELAND) FUND

Northern Trust Co

7,209,247

c/o Northern Trust Fund Services (Ireland) Limited

George’s Court, 54-62 Townsend Street

Dublin 2, Ireland

SEPARATE ACCOUNTS

Separate Account Custodians

7,951,697

c/o Kiltearn Partners LLP

Exchange Place 3, 3 Semple Street

Edinburgh, EH3 8BL

TOTAL

49,325,597

12.68

12.68%

2.04%

8.11%

0.67%

1.85%

Fund Level

KP Account

49,325,597

% Holding at

389,139,785

49,325,5971st February 2019

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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